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This excerpt taken from the ROST DEF 14A filed Apr 14, 2008. Adjustment for Certain Unissued
or Forfeited Prior Plan Shares.
Following stockholder approval of the 2008 Plan, the maximum number of shares
that may be issued under the 2008 Plan will be increased from time to time by up
to 8,492,928 shares from the following sources: (1) awards outstanding as of the
date of the Annual Meeting under the 2004 Plan or the Company’s 1988 Restricted
Stock Plan, 1991 Outside Directors Stock Option Plan, 1992 Stock Option Plan or
2000 Equity Incentive Plan (collectively, the “Prior Plans”) that subsequently
expire or are terminated without having been exercised or settled in full, (2)
shares acquired under the Prior Plans that are forfeited or repurchased by the
Company for the participant’s purchase price on or after the date of the Annual
Meeting, and (3) shares withheld or reacquired by the Company on or after the
date of the Annual Meeting in satisfaction of tax withholding obligations under
the Prior Plans.
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